Huatai United Securities Co., Ltd
about
Shenzhen Roadrover Technology Co.Ltd(002813)
Detailed equity change report
of
Verification opinions of financial advisor
February, 2002
Statement
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by public securities companies No. 15 - Report on changes in equity, the standards for the content and format of information disclosure by public securities companies No. 16 - Report on the acquisition of listed companies and other relevant laws and regulations, Huatai United Securities Co., Ltd. (hereinafter referred to as "the financial consultant") has verified the relevant information and materials of this equity change in accordance with the recognized business standards and ethics in the industry and in the spirit of honesty, credit and diligence, and issued verification opinions on the contents disclosed in the Shenzhen Roadrover Technology Co.Ltd(002813) detailed equity change report.
The financial advisor hereby makes the following statement:
1、 The relevant materials on which the financial advisor is based are provided by the information disclosure obligor. The information disclosure obligor has made a commitment to the financial consultant to ensure that the materials provided by it are true, accurate and complete original written materials or duplicate materials, the duplicate materials or copies are consistent with their original materials or originals, and the signatures and seals of all documents are true; All documents and materials are free from false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and completeness of the information provided.
2、 The financial advisor has fulfilled the obligation of due diligence in accordance with the provisions, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the contents of the declaration documents of the information disclosure obligor.
3、 The financial advisor specially reminds investors that the verification opinions of the financial advisor do not constitute any investment suggestions for the parties to the equity change and their affiliated companies; The financial advisor shall not be liable for the corresponding risks arising from any investment decision made by the investor according to the verification opinions of the financial advisor.
4、 The matters mentioned in this verification opinion do not represent the substantive judgment, confirmation or approval of the competent authority on matters related to this transaction.
5、 The financial advisor specially reminds the relevant subjects and investors of this transaction to carefully read the detailed equity change report issued by the information disclosure obligor and the relevant announcements issued by all parties related to this equity change.
6、 The financial advisor has no relationship with all parties involved in this equity change, and the verification opinions issued on this detailed equity change report are completely independent.
7、 During his tenure as financial advisor, the financial advisor implemented strict confidentiality measures and internal firewall system.
catalogue
Declare that 2 interpretation 4 I. the authenticity, accuracy and completeness of the information disclosed in the detailed equity change report 5 II. Verification of the purpose of this equity change 5 III. verification of information disclosure obligors 6 IV. explanation on the guidance and supervision of the information disclosure obligor V. verification of equity change methods and authorization and approval procedures of information disclosure obligors Vi. verification of the follow-up plan proposed by the information disclosure obligor 15 VII. Verification of the impact of this equity change on the listed company 16 VIII. Verification of agreements related to this equity change 19 IX. verification of restrictions on the rights of target shares X. information disclosure obligations between listed companies and 29 Xi. Verification on the trading of shares of Listed Companies in the first six months 30 XII. Verification of other major matters of the information disclosure obligor 30 XIII. Contact information of financial advisor thirty-one
interpretation
In this verification opinion, unless the context otherwise requires, the following abbreviations or names have the following meanings:
This verification opinion / financial advisor refers to the verification opinion on Shenzhen Roadrover Technology Co.Ltd(002813) detailed equity change report and the verification opinion of the financial advisor
Detailed equity change report refers to Shenzhen Roadrover Technology Co.Ltd(002813) detailed equity change report
Shenzhen Roadrover Technology Co.Ltd(002813) . Listed company refers to Shenzhen Roadrover Technology Co.Ltd(002813)
Transferor / waiver of voting rights means Guo Xiumei
Nuo Fang
Commitment parties refer to Guo Xiumei and Zhu Shucheng
Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) . Information disclosure means Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) agent and transferee
Financial advisor / Huatai United refers to Huatai United Securities Co., Ltd
On February 7, 2022, the share transfer agreement signed by Guo Xiumei, Zhu Shucheng and Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) Co., Ltd. refers to the share transfer agreement on Shenzhen Roadrover Technology Co.Ltd(002813) signed by the company
This share transfer means that Guo Xiumei will transfer 35.988 million shares of Luchang technology to Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) through agreement transfer (accounting for about 29.99% of the total share capital of Shenzhen Roadrover Technology Co.Ltd(002813) )
Guo Xiumei, the controlling shareholder of Shenzhen Roadrover Technology Co.Ltd(002813) , intends to transfer Shenzhen Roadrover Technology Co.Ltd(002813) 35.988 million shares (accounting for about 29.99% of the total share capital of Shenzhen Roadrover Technology Co.Ltd(002813) to Zoomlion target shares / target shares through agreement transfer
This voting right waiver / voting means that Guo Xiumei intends to give up the voting right of the remaining shares held after the agreement transfer from the date of completion of the transfer of shares through the above-mentioned negotiation to June 30, 2025
This equity change / this receipt refers to this share transfer and this waiver of voting rights, which are collectively referred to as this equity change / this acquisition / this transaction / this transaction
After the completion of this equity change, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) plans to launch part of the offer to all shareholders of Shenzhen Roadrover Technology Co.Ltd(002813) according to the relevant laws and regulations, departmental rules and normative documents, and the proportion of shares to be purchased shall not be less than 18.83% of the total share capital of the listed company
CSRC refers to the China Securities Regulatory Commission
Stock exchange / Shenzhen stock exchange refers to Shenzhen Stock Exchange
Securities Law refers to the securities law of the people's Republic of China
The measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies
Format Standard No. 15 refers to the content and Format Standard No. 15 - equity change report of information disclosure by companies offering securities to the public
Format Standard No. 16 refers to the content and Format Standard No. 16 for information disclosure by companies offering securities to the public - Acquisition report of listed companies
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
If there is any difference in the mantissa between the sum of the total and each addend in this verification opinion, it is caused by rounding.
Verification opinions of financial advisor
The financial advisor gives professional opinions on the following matters of this equity change:
1、 On the authenticity, accuracy and completeness of the information disclosed in the detailed report on changes in equity
Based on the principles of good faith and diligence, the financial consultant has conducted due diligence on the contents involved in the detailed report on changes in equity prepared by the information disclosure obligor in accordance with the working procedures specified in the practice rules, reviewed and verified the report on changes in equity as necessary, and found no false records, misleading statements and major omissions. The information disclosure obligor has issued a statement and promised that there are no false records, misleading statements or major omissions in the detailed equity change report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Based on the above analysis and arrangement, the financial consultant believes that the information disclosed by the information disclosure obligor in the detailed report on changes in equity prepared by it is true, accurate and complete, and complies with the securities law, the measures for the administration of acquisitions, the standard of Form No. 15, the standard of Form No. 16 and other laws Information disclosure requirements of regulations and normative documents on detailed equity change reports of listed companies.
2、 Verification on the purpose of this equity change
(I) verification of the purpose of this equity change of the information disclosure obligor
According to the statement issued by Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) , Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) the purpose of this equity change is to obtain the control of Shenzhen Roadrover Technology Co.Ltd(002813) . Through this transaction, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will become the controlling shareholder of Shenzhen Roadrover Technology Co.Ltd(002813) , which will help give play to the business synergy between Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) and Shenzhen Roadrover Technology Co.Ltd(002813) in the future and improve the business expansion ability and competitive strength of both parties. After the completion of this transaction, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will make full use of its own operation and management experience, further optimize the corporate governance structure of Shenzhen Roadrover Technology Co.Ltd(002813) , improve the operation and management efficiency of Shenzhen Roadrover Technology Co.Ltd(002813) , and promote the sustainable and stable development of Shenzhen Roadrover Technology Co.Ltd(002813) . The purpose of this transaction is not to terminate the listing status of Shenzhen Roadrover Technology Co.Ltd(002813) .
The financial advisor has made necessary communication with Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) on the purpose of the acquisition. After verification, the financial consultant believes that the equity changes stated by the information disclosure obligor have clear purposes and sufficient reasons, meet the requirements of current laws and regulations and the established strategy of the information disclosure obligor.
(II) verification of the plan of the information disclosure obligor to continue to increase its shares or dispose of its equity shares in the next 12 months
After this equity change, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) holds Shenzhen Roadrover Technology Co.Ltd(002813) 35.988 million shares, accounting for 29.99% of the total share capital of Shenzhen Roadrover Technology Co.Ltd(002813) . Subsequently, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will, depending on the situation at that time, make partial offers to all shareholders of Shenzhen Roadrover Technology Co.Ltd(002813) in accordance with the requirements of relevant laws and regulations, departmental rules and normative documents, and the proportion of shares to be purchased shall not be less than 18.83% of the total share capital of Shenzhen Roadrover Technology Co.Ltd(002813) .
After verification, as of the date of issuance of this verification opinion, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) has no clear plan to continue to increase the shares of the listed company in the next 12 months, except for the planned transfer of the shares of the listed company and the increase of the shares of the listed company by tender offer involved in the transaction disclosed in the detailed equity change report, There is no plan to directly or indirectly dispose of the shares of the listed company or the corresponding interests of the shares. If equity changes occur in the future, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will perform the review procedures and disclosure obligations in accordance with the requirements of relevant laws and regulations. The information disclosure obligor promises not to transfer the shares of the listed company obtained in this acquisition within 18 months after the completion of this acquisition.
3、 Verification of information disclosure obligors
(I) verification of the basic information of the information disclosure obligor
After verification, as of the issuance date of this verification opinion, the basic information of the information disclosure obligor is as follows:
Name Zoomlion Heavy Industry Science And Technology Co.Ltd(000157)
Address: No. 361, yinpen South Road, Changsha, Hunan
Legal representative: Zhan Chunxin
Registered capital: 8666612984 yuan
Unified social credit Code: 914300007121944054
Company type other joint stock limited company (listed)
Develop, produce and sell construction machinery, agricultural machinery, sanitation machinery, truck cranes and their special chassis, fire fighting vehicles and their special chassis, high-altitude operation machinery, emergency rescue equipment, mining machinery, coal mine machinery and equipment, material conveying equipment, other mechanical equipment, metal and non-metallic materials Optical electromechanical integration high-tech products and provide leasing and after-sales technical and business services; Sales of building decoration materials, special engineering vehicles and metal materials, chemical raw materials and chemical products (excluding dangerous chemicals and monitoring products); Sales of lubricating oil, grease and hydraulic oil (excluding sales of hazardous chemicals); Retail of refined oil products (limited to branches operating with licenses); To engage in the import and export business of commodities and technologies; Investment in real estate industry with its own assets (it is not allowed to engage in national financial supervision and financial credit business such as deposit absorption, fund-raising and collection, entrusted loan, Bill issuance, loan issuance, etc.). Used car sales; Waste machinery and equipment
Disassembly and recycling. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Business term from August 31, 1999 to no fixed term
Mailing address: No. 361, yinpen South Road, Changsha, Hunan
Tel: 86-731-85650157
The information disclosure obligor has issued the commitment on meeting the requirements of articles 6 and 50 of the administrative measures for the acquisition of listed companies, confirming that:
" Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) there are no circumstances specified in Article 6 of the measures for the administration of the acquisition of listed companies, and it can be in accordance with the above provisions
